SecProbe.io

CORRESP
1
filename1.htm

[OTTO LAW
GROUP LETTERHEAD]

June 10,
2005

Securities
and Exchange Commission

450 Fifth
Street, N.W.

Washington,
D.C. 29549-0510

Attention:
Dale Welcome and John Cash

Dear
Sirs:

We are
legal counsel to Nannaco, Inc.: the registrant. We have been asked to file the
supplemental materials attached to our letter to the Commission dated April 5,
2005 that responded to your comment letter dated March 31, 2005. These materials
were not originally filed with the April 5th letter. We have discussed with Mr.
Welcome the fact that some of the supplemental attachments are in the form of
"mark-up" pages of previously filed disclosure. These pages cannot, of course,
be edgarized and filed.

Accordingly,
we are filing this letter with the riders and supplemental materials as CORRESP
via Edgar and additionally filing the letter of April 5 and all supplemental
materials in PDF format. We are aware that the PDF file is not considered to be
filed by the Commission.

We hope
this letter, the filing of the supplemental materials and the inclusion of the
PDF file will be fully responsive to your request.

Please
contact Tracy M. Shier at (206) 262-9545 or in his absence Todd Van Siclen at
the same number if you have further questions or comments.

Very
truly yours,

Tracy M.
Shier

Encl. as
stated

CC: Steve
Careaga, President of Registrant

      Supplemental
      Response #1 to Comment 4 - SEC letter dated 3-31-2005

      Nannaco,
      Inc.

      Shares
      issued for legal and Professional - year ended
9-30-04

      Otto
      Law Group

      Nov
      03

      $

      100,000

      Mark
      Triesch

      Dec
      03

      112,800

      Otto
      Law Group

      Jan
      04

      95,281

      Mark
      Triesch

      Feb
      04

      130,000

      Otto
      Law Group

      Feb
      04

      164,719

      Otto
      Law Group

      Mar
      04

      200,000

      Otto
      Law Group

      Mar
      04

      100,000

      Saratoga
      Capital - David Otto

      Mar
      04

      50,000

      Otto
      Law Group

      Apr
      04

      150,000

      Otto
      Law Group

      May
      04

      100,000

    $

      1,202,800

      Supplemental
      Response #2 to Comment 6 - SEC letter dated March 31, 2005

      Nannaco,
      Inc.

      Rollforward
      of Common Stock

      Balance
      at 12-31-04

      793,563

      Issuances
      February 2005

      Bartholomew
      - Terry Byrne

      7,500,000

      Lou
      Digiaimo, Jr.

      5,000,000

      Michael
      Park

      5,000,000

      Steve
      Careaga

      1,000,000

      Bartholomew
      - Brad Van Siclen

      5,000,000

      Kevin
      Evans

      2,000,000

      The
      Otto Law Group PLLC

      17,500,000

      Contingent
      issued shares - Steve Careaga - Oct '04

      750,000

      Total

      44,543,563

Supplemental
Response # 3 to Comment 7 - SEC letter dated 3-31-2005 re

      Consultant

      #
      of Shares

      Date
      Issued

      Nature
      of Issuance

      Price
      at Date of Issuance

      Value
      at Issuance/$

      [Note
      1]

      Bartholomew
      - Terry Byrne

      7,500,000

      2/5/04

      S8

      0.035

      262,500

      Revised
      Consulting Services - expense as no term

      Lou
      Digiaimo, Jr.

      5,000,000

      2/5/04

      S8

      0.035

      175,000

      Amended
      Consulting agreement

      Michael
      Park

      5,000,000

      2/5/04

      S8

      0.035

      175,000

      Revised
      Consulting Services - expense as no term

      Steve
      Careaga

      1,000,000

      2/5/04

      S8

      0.035

      35,000

      Consulting
      services/President and Director

      Bartholomew
      - Brad Van Siclen

      5,000,000

      2/5/04

      S8

      0.035

      175,000

      Revised
      Consulting Services - expense as no term

      Kevin
      Evans

      2,000,000

      2/5/04

      S8

      0.035

      70,000

      New
      Consulting services - 1 year

      The
      Otto Law Group PLLC

      17,500,000

      2/5/04

      S8

      0.035

      612,500

      Revised
      Legal Services - expense as no term

      43,000,000

      1,505,000

Nannaco, Inc.

Note
1

The stock
is valued at issuance but is not indicative of what the stock was actually sold
for and the net proceeds from such sale.

Rider # 1
- Response to Comment 3 - SEC letter dated March 31, 2005

Our
Twelve Month Operating Plan

Our
business has evolved over the past several months to providing services, either
directly or through our advisers, consultants and other professionals, to
private companies interested in securing needed capital for their growth and
development and that perceive that becoming publicly traded companies in the
United States aids in securing capital.

We
specialize in the acquisition and sale of small private companies and we may
maintain ownership interests in these companies for the benefit of our
shareholders. We give our client companies critical guidance and advice about
conducting due diligence, valuation analysis, and strategic positioning in
negotiations with providers of capital. Ultimately, we lend strategic support to
assist growing enterprises in setting and meeting strategic and financial
objectives.

In the
next twelve months we will continue to seek out, receive, evaluate and pursue to
fruition opportunities to assist in securing financing through merger or
acquisition of private companies we believe have the potential to benefit from
being publicly traded companies. Companies we believe that have such potential
are companies with proprietary technology or information that differentiates
their products from those of their competitors and who have a short path to cash
flow or profitability.

We have
not generated revenues from any source for several calendar quarters. We expect
to generate revenues from operations in the next twelve months through our
merger, acquisition and financing activities but cannot reasonably estimate the
level of revenues to be generated, if any are generated at all. We estimate that
our primary operating expense is the cost of remaining in compliance with the
Securities Exchange Act of 1934: an expense we estimate at $75,000 to $125,000
per fiscal year. Our effort at capital raising is a transaction intensive
exercise. Additionally, the operations of the company are law intensive and
require legal services at higher levels. Finally, we rely heavily on the
services of outside advisers, consultants and other professionals to supply us
with business opportunities, the means to evaluate such opportunities, and the
skills to advance the acquisition process. The fees associated with such
processes are high and, since we have no revenues and no capital, we plan to
continue to pay our advisers, consultants and other professionals by issuing
registered common stock in payment for their needed services. Over the last
twelve months we have been presented the opportunity to acquire several
companies that, after completion of our due diligence process, were rejected as
merger or acquisition candidates. We will continue to assess the merits of a
proposed merger or acquisition considering the best interests of our
shareholders.

Otherwise,
we believe that there is no other immediate need for cash absent a merger or
acquisition transaction. To the extent cash is required to pay expenses,
including audit expenses which cannot be paid for by issuing common stock to the
independent public auditor, we will continue to rely on short-term advances and
loans from consultants, advisers and other professional service providers which
advances and loans are provided on an ad hoc basis and may not be forthcoming in
the next twelve months.

Off-Balance
Sheet Arrangements

We don't
have any off-balance sheet arrangements.